On April 30, 2019, the U.S. Department of Justice (“DOJ”) updated its guidance on evaluating corporate compliance programs (the “Update”). The original guidance, titled “Evaluation of Corporate Compliance Programs,” (the “DOJ...more
On March 6, 2019, the Commodity Futures Trading Commission (“CFTC”) published an Enforcement Advisory describing the circumstances in which companies that self-report violations of the Foreign Corrupt Practices Act (“FCPA”)...more
3/11/2019
/ Advisory Opinions ,
Anti-Bribery ,
Anti-Corruption ,
CFTC ,
Commodities ,
Commodities Traders ,
Commodity Exchange Act (CEA) ,
Department of Justice (DOJ) ,
Enforcement Guidance ,
Foreign Corrupt Practices Act (FCPA) ,
Securities and Exchange Commission (SEC) ,
Self-Reporting ,
Swaps ,
Voluntary Disclosure ,
White Collar Crimes
In SEC v. Blockvest, Judge Gonzalo Curiel of the U.S. District Court for the Southern District of California enjoined Blockvest, LLC (“Blockvest”) from proceeding with a planned initial coin offering (ICO) of its “BLV” token....more
2/26/2019
/ Cryptocurrency ,
FRCP 11 ,
Initial Coin Offering (ICOs) ,
Motion for Reconsideration ,
Motion To Enjoin ,
Offerings ,
Preliminary Injunctions ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Token Sales ,
Unregistered Securities
On February 1, 2019, the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) issued guidance in the form of Frequently Asked Questions (“FAQs”) relating to sanctions imposed on January 28, 2019 against...more
2/4/2019
/ Blocked Person ,
Bonds ,
Derivatives ,
Due Diligence ,
Economic Sanctions ,
General Licenses ,
Non U.S. Person ,
Office of Foreign Assets Control (OFAC) ,
Oil & Gas ,
SDN List ,
Trump Administration ,
U.S. Treasury ,
Venezuela ,
Winding Down
On January 28, 2019, the United States imposed blocking sanctions on Petróleos de Venezuela SA (“PdVSA”), the Venezuelan state-owned oil company. The measures follow President Trump’s recent decision to recognize Juan Guaidó,...more
1/31/2019
/ Blocked Person ,
Economic Sanctions ,
Energy Sector ,
Executive Orders ,
Financial Institutions ,
Foreign Investment ,
Imports ,
International Emergency Economic Powers Act (IEEPA) ,
Office of Foreign Assets Control (OFAC) ,
Oil & Gas ,
Presidential Elections ,
SDN List ,
Trump Administration ,
Venezuela ,
Winding Down
The U.S. Department of the Treasury (“Treasury”) published two sets of interim rules on October 10, 2018, implementing certain provisions of the Foreign Investment Risk Review Modernization Act (“FIRRMA”). In addition to...more
10/16/2018
/ Bureau of Industry and Security (BIS) ,
CFIUS ,
Critical Infrastructure Sectors ,
Export Administration Regulations (EAR) ,
Export Controls ,
Federal Pilot Programs ,
FIRRMA ,
Foreign Acquisitions ,
Foreign Investment ,
Interim Rule ,
ITAR ,
Mandatory Declarations ,
National Security ,
Non-Controlling Interests ,
Petrochemicals ,
Technology Sector ,
Trump Administration
President Trump signed into law the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA) on August 13, 2018, which was included as part of the annual National Defense Authorization Act (NDAA). FIRRMA...more
9/28/2018
/ CFIUS ,
Critical Infrastructure Sectors ,
Declaration ,
Exemptions ,
Filing Fees ,
FIRRMA ,
Foreign Investment ,
Investors ,
Judicial Review ,
Jurisdiction ,
National Security ,
NDAA ,
Personal Data ,
Private Equity ,
Private Equity Funds ,
Real Estate Investments ,
Technology Sector ,
Trump Administration ,
U.S. Treasury
The United States Court of Appeals for the Second Circuit dealt a blow to the U.S. government’s extraterritorial enforcement power on Friday, August 24, 2018, in prosecuting alleged violations of the Foreign Corrupt Practices...more
8/31/2018
/ Aiding and Abetting ,
Appeals ,
Criminal Conspiracy ,
Criminal Prosecution ,
Department of Justice (DOJ) ,
Enforcement Actions ,
Extraterritoriality Rules ,
Foreign Corrupt Practices Act (FCPA) ,
Non U.S. Person ,
Physical Presence Test ,
Popular ,
Securities and Exchange Commission (SEC)
After conferees from the U.S. House of Representatives (House) and U.S. Senate (Senate) reached agreement on the Foreign Investment Risk Review Modernization Act (FIRRMA), the House on Thursday, June 26, 2018, passed...more
8/1/2018
/ CFIUS ,
Critical Infrastructure Sectors ,
Export Controls ,
FIRRMA ,
Foreign Acquisitions ,
Foreign Investment ,
Investment Funds ,
Mergers ,
National Security ,
National Security Review Proceedings ,
Private Equity ,
Real Estate Investments ,
Trump Administration
International sanctions are a major compliance challenge for companies worldwide. The regulatory risks associated with economic sanctions, asset-freezing measures and trade embargoes are not new, but they continue to grow in...more
7/19/2018
/ Blocking Statutes ,
Bonds ,
Cryptocurrency ,
Debt Buyers ,
Debt-Equity ,
Defense Sector ,
Economic Sanctions ,
Energy Sector ,
EU ,
Financial Markets ,
General Licenses ,
Iran ,
Iran Sanctions ,
Joint Comprehensive Plan of Action (JCPOA) ,
Office of Foreign Assets Control (OFAC) ,
Oil & Gas ,
Popular ,
Russia ,
SDN List ,
Secondary Sanctions ,
Syria ,
Trump Administration ,
Ukraine ,
Venezuela
The U.S. House of Representatives (the House) on June 26, 2018, passed legislation designed to reform and strengthen the authority of the Committee on Foreign Investment in the United States (CFIUS or the Committee), the...more
6/28/2018
/ Acquisitions ,
CFIUS ,
Cross-Border Transactions ,
Export Controls ,
FIRRMA ,
Foreign Acquisitions ,
Foreign Investment ,
Manufacturers ,
National Security ,
Proposed Legislation ,
Trump Administration
With soaring cryptocurrency prices attracting significant new investment in late 2017, U.S. regulators sought to fill the statutory void by exercising jurisdiction over a variety of digital assets. That trend continued in the...more
6/28/2018
/ Bitcoin ,
Blockchain ,
CFTC ,
Commodities ,
Cryptocurrency ,
Digital Assets ,
Digital Currency ,
Enforcement Actions ,
Initial Coin Offering (ICOs) ,
Popular ,
Public Offerings ,
Regulatory Oversight ,
Securities ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
State Securities Regulators ,
Token Sales ,
Virtual Currency
While the rules regarding CFIUS review have remained largely unchanged over the past decade, CFIUS has operated under a new paradigm in recent years. After the U.S. government blocked just two transactions from its inception...more
6/21/2018
/ CFIUS ,
China ,
Corporate Counsel ,
Covered Transactions ,
Critical Infrastructure Sectors ,
Disparate Treatment ,
Export Controls ,
FIRRMA ,
Foreign Acquisitions ,
Foreign Direct Investment ,
Foreign Investment ,
Intellectual Property Protection ,
National Security ,
NDAA ,
Passive Investments ,
Pending Legislation ,
Real Estate Investments ,
Rollbacks ,
Sanctions ,
Telecommunications ,
Transfer of Control ,
Trump Administration ,
U.S. Commerce Department ,
ZTE
The U.S. Trade Representative (USTR) announced 25% tariffs on Chinese goods on June 15, targeting industrial goods that amount to roughly US$34 billion in annual exports to the United States, with a review underway for an...more
6/18/2018
/ Aluminum Sales ,
Canada ,
China ,
Classifications of Goods ,
Country of Origin ,
Customs and Border Protection ,
EU ,
Exports ,
Imports ,
Intellectual Property Protection ,
Mexico ,
Risk Management ,
Section 301 ,
Steel Industry ,
Tariffs ,
Trade Act of 1974 ,
Trade Expansion Act of 1962 ,
Trump Administration ,
U.S. Commerce Department ,
USTR ,
Valuation
As the United States Congress debates new legislation to strengthen reviews of cross-border transactions for potential national security concerns, the Committee on Foreign Investment in the United States (CFIUS or the...more
5/15/2018
/ Acquisitions ,
CFIUS ,
China ,
Critical Infrastructure Sectors ,
Cross-Border Transactions ,
FIRRMA ,
Foreign Acquisitions ,
Foreign Investment ,
Mergers ,
National Security ,
National Security Review Proceedings ,
Non-US Entities ,
Passive Activity ,
Popular ,
Private Equity ,
Technology Sector ,
Trump Administration
President Trump announced today, May 8, 2018, that the United States would withdraw from the Joint Comprehensive Plan of Action (“JCPOA”), the Iran nuclear deal implemented in January 2016. In connection with the...more
The Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury issued updated general licenses and related guidance in connection with sanctions imposed in April on certain Russian individuals and entities...more
The U.S. government has recently been active with respect to regulating cryptocurrencies. For its part, the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) recently released guidance—issued in the form of...more
4/9/2018
/ Bitcoin ,
Cryptocurrency ,
Economic Sanctions ,
ETFs ,
Executive Orders ,
Hackers ,
New Guidance ,
Office of Foreign Assets Control (OFAC) ,
SDN List ,
Venezuela ,
Virtual Currency
The U.S. Commodity Futures Trading Commission (CFTC) scored a victory in its effort to assert jurisdiction over portions of the cryptocurrency and initial coin offering (ICO) markets last week, as a federal district judge...more
3/26/2018
/ CFTC ,
Commodities ,
Commodity Exchange Act (CEA) ,
Commodity Trading Advisors (CTAs) ,
CPO ,
Cryptocurrency ,
Enforcement Actions ,
Financial Industry Regulatory Authority (FINRA) ,
Fraud ,
Initial Coin Offering (ICOs) ,
Jurisdiction ,
Securities and Exchange Commission (SEC) ,
Virtual Currency
U.S. Magistrate Judge Jonathan Goodman, in the Southern District of Florida, ruled last month that outside counsel’s “oral downloads” of internal investigation findings to the Staff of the Securities and Exchange Commission...more
1/5/2018
/ CFTC ,
Cooperation ,
Corporate Counsel ,
Deferred Prosecution Agreements ,
Department of Justice (DOJ) ,
Disclosure ,
Discovery ,
Foreign Corrupt Practices Act (FCPA) ,
Internal Investigations ,
Outside Counsel ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
Subpoenas ,
Waivers ,
Work-Product Doctrine
After a summer of discussion surrounding the U.S. government’s ability to control Chinese investment in U.S. companies, members of the House and Senate have introduced new legislation that seeks to improve the government’s...more
12/19/2017
/ CFIUS ,
China ,
Cross-Border Transactions ,
FIRRMA ,
Foreign Acquisitions ,
Foreign Investment ,
Joint Venture ,
Jurisdiction ,
Legislative Agendas ,
National Security ,
Popular ,
Semiconductors ,
Trump Administration
Speaking at a conference in Maryland on November 29, 2017, Deputy Attorney General Rod Rosenstein announced a revised Foreign Corrupt Practices Act (“FCPA”) Corporate Enforcement Policy (“CEP”). This policy builds on the...more
The U.S. Government this week announced changes to U.S. sanctions against Cuba to implement various policy changes announced by President Trump in July 2017 (for additional background, see our prior OnPoint from June 2017)....more
11/10/2017
/ Cuba ,
Economic Sanctions ,
Export Administration Regulations (EAR) ,
Export Controls ,
Financial Transactions ,
Foreign Policy ,
Government Officials ,
International Travel ,
Open General Export Licences (OGELs) ,
Travel Restrictions ,
Trump Administration
The United States announced new sanctions against the Venezuelan Government on August 25, 2017 that target the government’s ability to access U.S. debt and equity markets. The measures are intended to pressure Venezuelan...more
8/30/2017
/ Debt Instruments ,
Debt-Equity ,
Economic Sanctions ,
Executive Orders ,
Exports ,
General Licenses ,
Human Rights ,
Imports ,
Office of Foreign Assets Control (OFAC) ,
SDN List ,
SSI List ,
Trump Administration ,
Venezuela
Yesterday, President Trump signed H.R. 3364, the “Countering America’s Adversaries Through Sanctions Act,” enacting into law limited additional sanctions against Russia and, critically, restricting his ability to suspend or...more